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S-980 - 12/12/2000 - VILLAGE COMMONS - OrdinancesI 1 .. ORDINANCE NO. 2000- VC -MBP- FOP -S- 980 ORDINANCE APPROVING AN INSTALLMENT PURCHASE AGREEMENT AND AUTHORIZING THE ISSUANCE OF $4,000,000 GENERAL FUND CERTIFICATES, SERIES 2001, OF THE VILLAGE OF OAK BROOK, ILLINOIS BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES VILLAGE OF OAK BROOK, ILLINOIS, AS FOLLOWS: OF THE Section 1. Authority and Purpose. This ordinance is adopted pursuant to the provisions of Section 11-61-3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5 (the "Act ") and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350, as amended by Public Act 91 -868 (the "Local Government Debt Reform Act ") for the purpose of financing part of the costs of the construction of improvements to the Village's Municipal Building Complex (the "Project "). The Project consists of the construction of an addition on the west side of Village Hall of approximately 32,700 square feet and the renovation of the existing Village Hall. The foregoing improvements are authorized to be made or undertaken by the Village of Oak 1 Brook, Illinois. Section 2. Determination to Authorize and Provide for an Installment Purchase Contract. There is presently before the President and Board of Trustees of the Village (A) a form of an installment purchase agreement between the Village and the Village Treasurer, as the nominee seller on behalf of the various contractors who will undertake the design and construction of the Project (the "Installment ,Purchase Agreement ") pursuant to which the Village will finance the costs of the Project and pay the costs of the certificates herein authorized and (B) a form of an assignment agreement (the "Assignment Agreement ") between the Village Treasurer and American National Bank and Trust Company of Chicago, in its capacity as registrar for the certificates authorized by this ordinance, as assignee (the "Assignee ") pursuant to which the Village Treasurer, as nominee seller, will assign his rights to receive payments due under the Installment Purchase Agreement to the Assignee for the benefit of the owners of the certificates authorized by this ordinance. It is hereby determined that it is necessary and in the best interests of the residents of the Village for the Village to enter into the Installment Purchase Agreement, to provide for the construction and purchase by the Village of the Project. The Installment Purchase Agreement is hereby authorized, with a purchase 1price for the Project including acquisition, engineering,- legal, financial and other expenses of not to exceed $9,105,000 of which not to exceed $4,000,000 shall be financed. Payments by the Village under the Installment Purchase Agreement shall be made pursuant to the terms of the Installment Purchase Agreement and this ordinance. -2- It is hereby found and determined that the Installment Purchase Agreement is in the best interests of the Village and that no person holding an office of the Village, either by election or appointment, is in any manner interested, either directly or indirectly, in his own name or the name of any other person, association, trust or corporation, in the transactions contemplated by the Installment Purchase Agreement. The Village Treasurer is hereby authorized to act as nominee seller 6 nder the Installment Purchase Agreement and as assignor under the Assignment Agreement. Section 3. Form of Documents. The form, terms and provisions of the Installment Purchase Agreement and the Assignment Agreement are hereby in all respects approved, and the Village President and the Village Clerk are hereby authorized, empowered and directed to execute and deliver the Installment Purchase Agreement in the name and on behalf of the Village and the Village Treasurer is authorized, empowered and directed to execute and deliver the Assignment Agreement. The Installment Purchase Agreement and the Assignment Agreement, as executed and delivered, shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the officers of the Village executing the same, the execution thereof to constitute conclusive evidence of the approval of any and all changes or revisions therein from the form of the Installment Purchase Agreement and the Assignment Agreement now before this meeting; and from and after the execution and delivery of the Installment Purchase Agreement and the Assignment Agreement the officers, agents and employees of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with -3- the provisions of the Installment Purchase Agreement and the Assignment Al as so executed. Section 4. Authorization and Terms of Certificates. The sum of $ 9, is appropriated to meet part of the estimated cost of the Project and the issuance of the certificates herein authorized. For the purpose of financing pa appropriation, general fund certificates of the Village, evidencing the fract yeement 105,000 costs of rt of said ionalized interests of the owners thereof in the right to receive amounts due under the Installment Purchase Agreement, are authorized to be issued and sold pursuant to the Act and the Local Government Debt Reform Act in an aggregate principal amount of $4,000,000, and shall be designated "General Fund Certificates, Series 2001." Certificates shall be issuable in the denominations of $5,000 or any; integral multiple thereof and may bear such identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of certificates. Unless otherwise determined in the order to authenticate the certificates, each certificate delivered upon the original issuance of the certificates shall be dated as of December 1, 2000. Each certificate thereafter issued upon any transfer, exchange or replacement of certificates shall be dated so that no gain or loss of interest shall result from such transfer, exchange or replacement. The certificates shall mature on December 1 in each year shown in the fi table in the respective - principal amount set forth opposite each such year certificates maturing in each such year shall bear interest at the respective annum set forth opposite such year: me Mowing and the rate per Principal Interest Principal Interest Year Amount Rate Year Amount Rate 2001 $190,000 45/8% 2009 $275,000 4.70% 2002 195,000 45/8 2010 285,000 4.70 2003 205,000 45/8 2011 300,000 4.70 2004 215,000 45/8 2012 315,000 4.70 2005 225,000 45/8 2013 330,000 4.70 2006 235,000 45/8 2014 350,000 4.70 2007 250,000 45/8 2015 370,000 4.70 2008 260,000 45/8 Each certificate shall bear interest from its date, computed on the basis of a 360 day year consisting of twelve 30 day months and payable in lawful money of the United States of America on June 1, 2001 and semiannually thereafter on each June 1 and December 1 at the rates per annum herein determined. The principal of the certificates shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, which is hereby appointed as registrar and paying agents for the certificates. Interest on the certificates shall be payable on each interest payment date to the registered owners of record thereof appearing on the registration books maintained by the Village for such purpose at the office of the registrar, as of the close of business on the 151h day of the calendar month next preceding the interest payment date. Interest on the certificates shall be paid by check or draft mailed to such registered owners at their addresses appearing on the registration books or by wire transfer pursuant to an agreement b and between ' p g y the Village and the registered owner. -5- n The certificates of such series maturing on or after December 1, 200,9 shall be subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, from such maturities and in such principal amounts as the Vijllage shall determine, and within any maturity by lot, on December 1, 2008 and oni any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed. In the event of the redemption of less than all the certificates of like maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof and the registrar shall assign to each certificate a distinctive number for each $5,000 principal amount of such certificate and shall select by lot from the numbers so assigned as many numbers as, at $ 5,000 for each number, shaill equal the principal amount of such certificates to be redeemed. The certificates to be 'redeemed shall be the certificates to which were assigned numbers so selected; provided that only so much of the principal amount of each certificate shall be redeemed as shall equal $ 5,000 for each number assigned to it and so selected. Notice of the redemption of certificates shall be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of certificates to be redeemed at their last addresses appearing on said registration books. The certificates or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the certificates or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding M any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such certificates or portions thereof shall cease to accrue and become payable. If there shall be drawn for redemption less than all of a certificate, the Village shall execute and the registrar shall authenticate and deliver, upon the surrender of such certificate, without charge to the owner thereof, in exchange for the unredeemed balance of the certificate so surrendered, certificates of like maturity and of the denomination of $5,000 or any integra thereof. I multiple The registrar shall not be required to transfer or exchange any certificate after notice of the redemption of all or a portion thereof has been mailed. The registrar shall not be required to transfer or exchange any certificate during a period of 15 days next preceding the mailing of a notice of redemption that could designate for redemption all or a portion of such certificate. Section 5. Sale and Delivery. The certificates are sold to Nike Securities LP, as purchaser, at a price of $3,968,310 and accrued interest from their date to the date of delivery and payment therefor. The Official Statement prepared with respect to the certificates is approved and "deemed final" as of its date for purposes of Securities and Exchange Commission Rule 15(c)2 -12 promulgated under the Securities Exchange Act of 1934. Section 6. Further Acts. The Village President, Village Clerk and others officials of the Village are authorized and directed to do and perform, or cause to be done or performed for or on behalf of the Village each and every thing necessary' for the issuance of the certificates, including the proper execution and delivery of the -7- certificates, the Official Statement, the Installment Purchase Agreement Assignment Agreement. and the Section 7. Execution and Authentication. Each certificate shall be executed in the name of the Village by the manual or authorized facsimile signature of its Village President and the corporate seal of the Village, or a facsimile thereof, I shall be thereunto affixed or otherwise reproduced thereon and attested by the manual or authorized facsimile signature of its Village Clerk. In case any officer whose signature, or a facsimile of whose signat l re, shall appear on any certificate shall cease to hold such office before the issuance of the certificates, such certificate shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such certificate had not ceased to hold such office. Any certificate may be signed, sealed or attested on behalf of the Village by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such certificate such person may not have held such office. No recourse shall be had for the payment of any certificates against any officer who executes the certificates. Each certificate shall bear thereon a certificate of authentication xecuted manually by the registrar. No certificate shall be entitled to any right or benefit under this ordinance or shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the registrar. Section 8. Transfer, Exchange and Registry. The certificates shall be negotiable, subject to the provisions for registration of transfer contained herein. Each certificate shall be transferable only upon the registration books maintained by the -8- Village for that purpose at the office of the registrar, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the registrar, and duly lexecuted by the registered owner or his duly authorized attorney. Upon the surrender for transfer of any such certificate, the Village shall execute and the registrar shall authenticate and deliver a new certificate or certificates registered in the name of the transferee, of the same aggregate principal amount, maturity and interest rate as the surrendered certificate. Certificates, upon surrender thereof at the office of the registrar, with a written instrument satisfactory to the registrar, duly executed by the registered owner or his attorney duly authorized in writing, may be exchanged for an equal aggregate principal amount of certificates of the same maturity and interest rate and of the denominations of $5,000 or any integral multiple thereof. For every such exchange or registration of transfer of certificates, th;e Village or the registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. No other charge shall be made for the privilege of making such transfer or exchange. The provisions of the Illinois Bond Replacement Act shall govern the replacement of lost, destroyed or defaced certificates. The Village and the registrar may deem and treat the person in whose name any certificate shall be registered upon the registration books as the absolute owner of such certificate, whether such certificate shall be overdue or not, for the purpose of in receiving payment of, or on account of, the principal of or interest thereon and for all other purposes whatsoever, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such certificate to the extent of the sum or sums so paid, and neither the Village nor the registrar shall be affected by any notice to the contrary. Section 9. Nature of Obligations. For the purpose of providing funds necessary to pay amounts required under the Installment Purchase Agreement, the Village agrees and covenants to make provision therefor in each annual budget to be adopted by the President and Board of Trustees of the Village. Pursuant to Section 13 of the Local Government Debt Reform Act, the Village hereby pledges the sales tax and use tax receipts derived by the Village from taxes imposed under the Use Tax Act, $5 Illinois Compiled Statutes 105; the Service Use Tax Act, 35 Illinois Compiled Statutes 110; the Service Occupation Tax Act, 35 Illinois Compiled Statutes 115; and the Retailer's Occupation Tax Act, 35 Illinois Compiled Statutes 120, as further security for the payment of amounts due under the Installment Purchase Agreement. The pledge of sales tax and use tax receipts is on a parity with the prior pledge of such receipts as security for the payment of the General Fund Certificates, Series 1999, and the General Fund Certificates, Series 2000, of the Village. The Village m;ay issue additional debt secured by a parity pledge of such receipts. The obligation of the Village to make the payments required under the Installment Purchase Agreement constitutes a contractual obligation of the Village, subject to annual appropriation and payable without priority from the genera) fund of the Village. There is no statutory authority for the levy of a separate tax in -10- addition to other Village taxes or the levy of a special tax unlimited as to rate or amount to pay amounts due under the Installment Purchase Agreement. No person shall have the right to mandamus any tax in connection with payments to be made under the Installment Purchase Agreement. Section 10. Form of Certificates. The certificates shall be issued as fully registered certificates and shall be in substantially the following form, the blanks to be appropriately completed when the certificates are printed: No. United States of America State of Illinois i Counties of DuPage and Cook VILLAGE OF OAK BROOK GENERAL FUND CERTIFICATE, ► SERIES 2001 INTEREST RATE MATURITY DATE DATED DATE CUSIP o /o December 1, 20_ December 1, 2000 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: Dollars ($ ) i The VILLAGE OF OAK BROOK, a municipal corporation of the State of Illinois situate in the Counties of DuPage and Cook, acknowledges itself indebted and for value received hereby promises to pay to the registered owner of this certificate, or registered assigns, the principal amount specified above on the maturity date specified above, and to pay interest on such principal amount from the date hereof at the interest rate per annum specified above, computed on the basis of a 360 day year -11- 12, 2000 and entitled: "Ordinance Approving an Installment Purchase Agreement and Authorizing the Issuance of $4,000,000 General Fund Certificates, Series 2001, of the Village of Oak Brook, Illinois" (the "Ordinance "). The Village Treasurer, as the nominee seller for the various contractors who will design and construct various improvements and the Village have enter -12- into the Installment Purchase Agreement, dated as of December 1, 2000 (the "Installment Purchase Agreement "), pursuant to which the Village will purchase certain improvements to the Village's Municipal Complex. At the direction and with the consent of the Village, the Village Treasurer, as nominee seller under the Installment Purchase Agreement, has assigned his rights to receive amounts due under the Installment Purchase Agreement to the American National Bank and Trust Company of Chicago, in its capacity as registrar for the certificates, as assignee for the benefit of the cetificateholders. This certificate evidences the fractionalized interest in the I right of the owner hereof to receive payment of amounts due under the Installment Purchase Agreement. FOR THE PURPOSE OF PROVIDING FUNDS NECESSARY TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT, THE VILLAGE HAS AGREED AND COVENANTED TO MAKE PROVISION THEREFOR IN EACH ANNUAL BUDGET TO BE ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE. PURSUANT TO SECTION 13 OF THE LOCAL GOVERNMENT DEBT REFORM ACT AND TO THE EXTENT PROVIDED IN THE ORDINANCE, THE VILLAGE HAS ALSO PLEDGED THE SALES TAX AND USE TAX RECEIPTS DERIVED BY THE VILLAGE FROM TAXES IMPOSED UNDER THE USE TAX ACT, 35 ILLINOIS COMPILED STATUTES 105; THE SERVICE USE TAX ACT, 35 ILLINOIS COMPILED STATUTES 110; THE SERVICE OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 115; AND THE RETAILER'S OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 120. THE OBLIGATION OF THE VILLAGE TO MAKE PAYMENT OF AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT CONSTITUTES A -13- CONTRACTUAL OBLIGATION OF THE VILLAGE, SUBJECT TO I ANNUAL APPROPRIATION AND PAYABLE WITHOUT PRIORITY FROM THE GENERAL FUND OF THE VILLAGE. THERE IS NO STATUTORY AUTHORITY FOR THE LEVY OF A SEPARATE TAX IN ADDITION TO OTHER VILLAGE TAXES OR THE LEVY OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT. NO PERSON SHALL HAVE THE RIGHT TO MANDAMUS ANY TAX IN CONNECTION WITH PAYMENTS TOI BE MADE UNDER THE INSTALLMENT PURCHASE AGREEMENT. The certificates of such series maturing on or after December 1, 2009 are subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, from such maturities and in such principal amounts as the Village shall determine, and within a maturity by lot, on December 1, 2008 and on any date thereafter, at a redemption price equal to the principal amount thereof to be Iredeemed. Notice of the redemption of certificates will be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of certificates to be redeemed at their last addresses appearing on such registration books. The certificates or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the certificates or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and -14- after the redemption date interest on such certificates or portions thereof shall cease to accrue and become payable. This certificate is transferable only, upon such registration books by the registered owner hereof in person, or by his attorney duly authorized in writing, upon surrender hereof at the office of the Registrar together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or by his duly authorized attorney, and thereupon a new registered certificate or certifficates, in the authorized denominations of $5,000 or any integral multiple thereof and of the same aggregate principal amount, maturity and interest rate as this certificate shall be issued to the transferee in exchange therefor. In like manner, this certificate may be exchanged for an equal aggregate principal amount of certificates of the same maturity and interest rate and of any of such authorized denominations. The Village or the Registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this certificate. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the Registrar may treat and consider the person in whose name this certificate is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal and interest due hereon and for all other purposes whatsoever. This certificate shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Registrar. It is hereby certified, recited and declared that this certificate is issued in part pursuant to the Local Government Debt Reform Act, that all acts, cond,'itions and -15- things required to be done, exist and be performed precedent to and in the issuance of this certificate in order to make it a legal, valid and binding obligation of the Village have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of certificates of which this certificate is one, together with all other indebtedness of the Village, is within every debt or other limit prescribed by law. -16- IN WITNESS WHEREOF, the Village of Oak Brook has caused this certificate to 1. be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk. Dated: December 1, 2000 CERTIFICATE OF AUTHENTICATION This certificate is one of the General Fund Certificates, Series 2001, described in the within mentioned Ordinance. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Bond Registrar Authorized Signer -17- VILLAGE OF OAK BROOK Village President Attest: Village Clerk ASSIGNMENT For value received the undersigned sells, assigns and transfers unto the within certificate and hereby irrevocably constitutes and appoints attorney to transfer the said certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guarantee: Section 11. Debt Service Account. Moneys appropriated and set aside for the purpose of paying principal of and interest on the certificates when and as the same come due, and all other moneys to be used for the payment, of the principal of and interest on the certificates, shall be deposited in the "2001 Debt Service Account," which is hereby established as a special account of the Village and shall be administered as a bona fide debt service fund under the Internal Revenue Code of Pursuant to Section 13 of the Local Government Debt Reform Act, the moneys deposited or to be deposited into the 2001 Debt Service Account, are pledged as security for the payment of the certificates. All such moneys shall immediately be subject to the lien of such pledge without any physical delivery or further act and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Village irrespective of whether such parties have notice thereof. Section 12. Certificate Proceeds Account. All of the proceeds of sale of the certificates shall be deposited in the "2001 Certificate Proceeds Account," established under the Installment Purchase Agreement as a special account of the Village. Moneys in the 2001 Certificate Proceeds Account shall be used for the payment of costs of the Project and for the payment of costs of issuance of the certificates, but may hereafter be reappropriated and used for other purposes if such reappropriation is permitted under Illinois law and will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the certificates. All withdrawals -19- from the 2001 Certificate Proceeds Account shall be made in accordance with Section 17(b) of the Local Government Debt Reform Act. Section 13. Investment Regulations. No investment shall be made of any moneys in the 2001 Debt Service Account or the 2001 Certificate Proceedsl Account except in accordance with the tax covenants set forth in Section 14 of this ordinance and Section 8 of the Installment Purchase Agreement. All income derived from such investments in respect of moneys or securities in any Account shall be credited in each case to the Account in which such moneys or securities are held. Any moneys in any Account that are subject to investment yield restrictions may be invested in United States Treasury Securities, State and Local Government Series, pursuant to the regulations of the United States Treasury Department, Bureau of Public Debt, or in any tax - exempt bond that is not an "investment property" within the meaning of Section 148(b)(2) of the Internal Revenue Code of 1986. The Treasurer of the Village and agents designated by him are hereby authorized to submit, on behalf of the Village, subscriptions for such United States Treasury Securities and to request redemption of such United States Treasury Securities. Section 14. Tax Covenants. The Village shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest on any certificate to become subject to Federal income taxes in addition to Federal income taxes to which interest on such certificate is subject on the date of original issuance thereof. The Village shall not permit any of the proceeds of the certificates, or any facilities financed with such proceeds, to be used in any manner that would cause any -20- certificate to constitute a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986. The Village shall not permit any of the proceeds of the certificates or other moneys to be invested in any manner that would cause any certificate to constitute an arbitrage bond within the meaning of Section 148 of the Internal Revenue Code of 1986 or a "hedge bond" within the meaning of Section 149(8) of the Internal Revenue Code of 1986. The Village shall comply with the provisions of Section 148(f) of the Internal Revenue Code of 1986 relating to the rebate of certain investment earnings at periodic intervals to the United States of America. Section 15. Bank Qualified Designation. The Village hereby designates the Installment Purchase Agreement as evidenced by the certificates as a 'jqualified tax- exempt obligation" as defined in Section 265(b)(3)(B) of the Internal Revenue Code of 1986. The Village represents that the reasonably anticipated amount of tax - exempt obligations that are required to be taken into account for the purpose of Section 26,5(b)(3)(C) of the Code and will be issued by or on behalf of the Village and all subordinate entities of the Village during 2001 does not exceed $ 10,000,000. The Village covenants that it will not designate and issue more than $10,000,000 aggregate principal amount of tax - exempt obligations in the year in which the Installment Purchase Agreement is executed and the certificates are issued. For purposes of the two preceding sentences, the term "tax- exempt obligations" includes "qualified 501(c)(3) bonds" (as defined in the Section 145 of the Internal Revenue -21- Code of 1986) but does not include other "private activity bonds" (as defined in Section 141 of the Internal Revenue Code of 1986). Section 16. Continuing Disclosure. For the benefit of the beneficial 'owners of the certificates, the Village covenants and agrees to provide certain annual financial information relating to the Village and to provide notices of the occurrence lof certain enumerated events, if material. The annual financial information shall consist of the annual audited financial statement of the Village. Subject to qualifications expressed in the auditor's opinion, each annual audited financial statement will conform to generally accepted accounting principles applicable to governmental units and will be prepared in accordance with standards of the Governmental Accounting Standards Board. The annual] financial information shall be filed with the Illinois state information depository, if any. The Village covenants to send the annual financial information to any person who should request such information. The Village also covenants and agrees, for the benefit of the beneficial owners of the certificates, to provide timely notice to the Municipal Securities Rujlemaking Board and to the Illinois state information depository, if any, of the occurrence of any of the following events with respect to the certificates, if material: (1) principal and interest payment delinquencies; (2) non - payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of !credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax - exempt status of the certificates; (7) modifications tor, ights of -22- certificateholders; (8) certificate calls; (9) defeasances; (10) release, substitution or sale of property securing repayment of the certificates; and (11) rating changes. It is found and determined that the Village has agreed to the undertakings contained in this Section in order to assist participating underwriters of the certificates and brokers, dealers and municipal securities dealers in complying with Securities and Exchange Commission Rule 15c2- 12(b)(5) promulgated under the Securities Exchange Act of 1934. The Village Treasurer is authorized and directed to do and perform, or cause to be done or performed, for or on behalf of the Village, each and every thing necessary to accomplish the undertakings of the Village contained in this Section for so long as said Rule 15c2- 12(b)(5) is applicable to the certificates and the Village remains an "obligated person" under the Rule with respect to the certificates. The undertakings contained in this Section may be amended by the Village upon a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the obligated person, or type of business conducted, provided that (a) the undertaking, as amended, would have complied with the requirements of Rule 15(c)2- 12(b)(5) at the time of the primary offering, after taking into account any amendments or interpretations of thel Rule, as well as any change in circumstances and (b) in the opinion of nationally recognized bond counsel selected by the Village, the amendment does not materially impair the interests of the beneficial owners of the certificates. Section 17. Registrar. The Village covenants that it shall at all times retain a registrar with respect to the certificates, that it will maintain at the designated office of such registrar a place where certificates may be presented for payment and -23- registration of transfer or exchange and that it shall require that the registrar maintain proper registration books and perform the other duties and obligations imposed upon the registrar by this ordinance in a manner consistent with the standards, customs and practices of the municipal securities business. The registrar shall signify its acceptance of the duties and obligations imposed upon it by this ordinance by executing the certificate of authentication on any certificate, and by such execution the registrar shall be deemed to have certified to the Village that it has accepted such duties and obligations not only with respect to the certificate so authenticated but with respect to all the certificates. The registrar is the agent of the Village and shall not be liable in connection with the performance of its duties except for its own negligence or default. The registrar shall, however, be responsible for any representation in its certificate of authentication on the certificates. The Village may remove the registrar at any time. In case at any time the registrar shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the registrar, or of its property, shall be appointed, or if any public officer shall take charge or control of the registrar or of its property or affairs, the Village covenants and agrees that it will thereupon appoint a successor registrar. The Village shall mail notice of any such appointment made by it to each registered owner of certificates within twenty days after such appointment. Section 18. Defeasance and Payment of Certificates. (A) If the Village shall pay or cause to be paid to the registered owners of the certificates, the principal and interest due or to become due thereon, at the times and in the manner stipulated -24- therein and in this ordinance, then the pledge of taxes, securities and funds hereby pledged and the covenants, agreements and other obligations of the Village to the registered owners and the beneficial owners of the certificates shall be discharged and satisfied. (B) Any certificates or interest installments appertaining thereto, whether at or prior to the maturity or the redemption date of such certificates, shall be deemed to have been paid within the meaning of paragraph (A) of this Section if (1) in case any such certificates are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such certificates for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (2) there shall have been deposited in trust with a bank, trust company or national banking association acting as fiduciary for such purpose either (i) moneys in an amount which shall be sufficient, or (ii) "Federal Obligations" as defined in paragraph (C) of this Section, the principal of and the interest on which when due will provide moneys which, together with any moneys on deposit with such fiduciary at the same time for such purpose, shall be sufficient, to pay when due the principal of and interest due and to become due on said certificates on and prior to the applicable redemption date or maturity date thereof. (C) As used in this Section, the term "Federal Obligations" means (i) non- callable, direct obligations of the United States of America, (ii) non - callable and non- prepayable, direct obligations of any agency of the United States of America, which are unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest, (iii) non - callable, non - prepayable coupons or interest -25- installments from the securities described in clause (i) or clause (ii) of this paragraph, which are stripped pursuant to programs of the Department of the Treasury of the United States of America, or (iv) coupons or interest installments stripped from bonds of the Resolution Funding Corporation. Section 19. Book -Entry System. In order to provide for the initial issuance of the certificates, in a form that provides for a system of book -entry only transfers, the ownership of one fully registered certificate for each maturity, in the aggregate principal amount of such maturity, shall be registered in the name of Cede & Co., as a nominee of The Depository Trust Company, as securities depository for the certificates. The Village Treasurer is authorized to execute and deliver on behalf of the Village such letters to, or agreements with, the securities depository as shall be necessary to effectuate such book -entry system. The Village may remove the securities depository at any time. In case at any time the securities depository shall resign or shall be removed or shall become incapable of acting, then the Village shall appoint a successor securities depository to provide a system of book -entry only transfers for the certificates, by written notice to the predecessor securities depository directing it to notify its participants (those persons for whom the securities depository holds securities) of the appointment of a successor securities depository. The Village may terminate the system of book -entry only transfers for the certificates at any time, by written notice to the securities depository directing it to notify its participants of the availability of printed certificates. In such event, the Village shall issue and the registrar shall authenticate, register and deliver to the -26- beneficial owners of the certificates, printed certificates in replacement of such beneficial owners' beneficial interests in the certificates, all as shown in the records maintained by the securities depository. Section 20. Ordinance to Constitute a Contract. The provisions of this ordinance shall constitute a contract between the Village and the registered owners of the certificates. Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Village shall be for the equal benefit, protection and security of the owners of any and all of the certificates. All of the certificates, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the certificates over any other thereof except as expressly provided in or pursuant to this ordinance. This ordinance shall constitute full authority for the issuance of the certificates and to the extent that the provisions of this ordinance conflict with the provisions of any other ordinance or resolution of the Village, the provisions of this ordinance shall control. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. Section 21. Publication. The Village Clerk is hereby authorized and directed to publish this ordinance in pamphlet form and to file copies thereof for public inspection in her office. Section 22. Effective Date. This ordinance shall become effective upon its passage, approval and publication in pamphlet form. _27_ Adopted this 12" day of December, 2000, by roll call vote as follows: Ayes: Trustees Butler, Craig, Kenny, McInerney and Savino List Names Nays: None OF 041, .� F � }�• bey G .` n �ei�t Approved: December 12, 2000 4VIage President mphlet form: December 13, 2000 ; "g, X: � L, �' � Village Clerk CERTIFICATE I, Linda K. Gonnella, Village Clerk of the Village of Oak Brook, Illinois, hereby certify that the foregoing ordinance entitled: "Ordinance Approving an Installment Purchase Agreement and Authorizing the Issuance of $4,000,000 General Fund Certificates, Series 2001, of the Village of Oak Brook, Illinois," is a true copy of an original ordinance that was duly adopted by the recorded affirmative votes of a majority of the members of the President and Board of Trustees of the Village at a meeting thereof that was duly called and held at 7:30 p.m. on December 12, 2000, in the Village Hall at 1200 Oak Brook Road, and at which a quorum was present and acting throughout, and that said copy has been compared by me with the original ordinance signed by the Village President on December 12, 2000, and thereafter published in pamphlet form on December 13, 2000 and recorded in the Ordinance Book of the Village and that it is a correct transcript thereof and of the whole of said ordinance, and that said ordinance has not been altered, amended, repealed or revoked, but is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Village this 12th day of December, 2000. p F 041r F'rNr;�•••c'�;, ' Via Clerk G / - f�VC�iJ Doc #:CH02 (09767 - 00002 -0) 12018520; 12/12/2000/Time:12:42 -29-